SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): December 18, 2002
tds (Telemedicine) Inc..
(Exact name of registrant as specified in its charter)
New York 11-3579554
(State or other 000-33513 (IRS Employer
jurisdiction of (Commission Identification
incorporation) File Number) Number)
One Riverfront Plaza, Newark, NJ 07102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 643-7000
This Amendment No. 1 to the Form 8-K filed January 3, 2003 (the "Initial
8-K Report") supplements and restates the Initial 8-K Report and provides the
financial and other proforma statements of tds (Telemedicine) Inc., a Delaware
Corporation its wholly owned subsidiary tds (Telemedicine) Limited, an English
corporation and its wholly owned subsidiary tds (Dermatology) Limited, an
English corporation.
Item 1. Changes in Control of Registrant
On January 3, 2003, Surf Group Inc. (the "Company") issued a press release
reporting that Jeffrey R. Esposito, Surf Group's former President and principal
shareholder, and a majority of the shareholders of the Company, consummated the
sale of an aggregate of 4,760,250 shares, or 96%, of the Company's common stock,
to a group of individual purchasers from the United Kingdom. The purchasers paid
an aggregate purchase price of $260,000 for the shares. The purchase agreement
governing the sale, as subsequently amended to increase the purchase price by
$10,000 (the "Purchase Agreement"), was executed by the parties on November 6,
2002 and the closing under the Purchase Agreement (the "Closing") occurred as of
December 18, 2002. Each of the purchasers utilized personal funds to purchase
the shares. A copy of the Company's press release was attached as Exhibit 99.1
to the initial Form 8-K Report.
At the Closing, pursuant to the Purchase Agreement, the Company's existing
officers and Board of Directors resigned and four persons designated by the
purchasers were elected as the new officers and directors of the Company (this
group is sometimes referred to herein as the "New Management Group"). The New
Management Group consists of the following individuals: Keith Freeman, Roger
Albert Coomber, Simon Anthony Michael Leatham and Robin Alistair Waterer.
In addition, at the Closing, certain shareholders of the Company (other
than the selling shareholders) granted to the purchasers or their assignees, an
option to purchase an aggregate of 165,445 additional shares of common stock
(the "Option"). Under the terms of the Option, the purchasers are entitled to
purchase: (1) an aggregate of up to 45,000 shares for $.30 per share for a
period of three months from the Closing; (2) an aggregate of up to 40,000 shares
for $.50 per share for a period of six months from the Closing; (3) an aggregate
of up to 45,000 shares for $.625 per share for a period of nine months from the
Closing and (4) an aggregate of up to 35,445 shares at prices ranging from
$1.125 to $3.375 per share for the period ending July 7, 2003.
As a condition to the consummation of the Purchase Agreement, certain
shareholders holding an aggregate of 4,554 shares of common stock entered into a
lock-up agreement with the Company pursuant to which such shareholders agreed
not to sell their shares until after July 7, 2003.
Copies of the Purchase Agreement and the lock-up agreement are attached as
Exhibits 99.2 and 99.3, respectively, to the Company's Current Report on Form
8-K dated November 6, 2002, and are incorporated by reference into this Report.
Item 2. Acquisition or Disposition of Assets
Prior to the closing of the Purchase Agreement, the Company distributed to
its historic shareholders the shares of its wholly owned subsidiary Espos
Limited which operated the retail surf clothing business in which the Company
had been historically engaged.
The Company also reported that immediately after the closing of the
Purchase Agreement, the Company, its wholly-owned subsidiary Surf Group
Acquisition Corp. ("Acquisition"), and tds (Telemedicine) Inc. ("TDS") completed
the merger of TDS with Acquisition as a result of which TDS has become a
wholly-owned subsidiary of the Company. The parties entered into an agreement
and plan of merger dated as of December 18, 2002 (the "Merger Agreement") as
reported in the Company's Current Report on Form 8-K dated November 14, 2002.
Prior to the merger, TDS was controlled directly by the New Management Group.
Pursuant to the Merger Agreement, the holders of TDS common stock received
an aggregate of 2,994,072 shares of common stock of the Company. A majority of
the TDS common stock holders consisted of the New Management Group. As a result
of the consummation of the merger, the New Management Group owns approximately
66.2% of the Company's common stock.
A copy of the Merger Agreement was attached as Exhibit 99.2 to the Initial
Form 8-K Report and is incorporated by reference into this Report.
Concurrently with the closing of the Merger Agreement, the Company
completed the stock purchase agreement (the "Subsidiary Stock Purchase
Agreement") with Jeffrey Esposito by which the Company's wholly owned subsidiary
Pro Surf Inc. which operated the wholesale surf clothing business in which the
Company has historically been engaged. The purchase price for the sale of this
business was $10,000. As a result of the sale of the Company's wholesale
business, the Company is engaged solely in the business of TDS.
Upon the closing of the foregoing transactions, the Company's Board of
Directors declared a forward stock split to be effective December 30, 2002.
The forward stock split was on a one into eighteen basis on the Company's
issued and outstanding Common Stock, par value $.001. Every holder of record of
this Company's Common Stock, as of December 30, 2002 (the "Record Date"), was
issued seventeen (17) additional shares of the Company's Common Stock for each
share of Common Stock held, in the name as they appear of record, There was no
change in par value of the Company's Common Stock, which remained at $.001.
As a result of the one into eighteen forward stock split, the Company had
65,521,296 post forward-split shares of Common Stock issued and outstanding as
of January 6, 2003 instead of 3,640,072 pre forward-split shares. The Company
continues to have 100,000,000 post forward-split shares of Common Stock
authorized. The Company's CUSIP number did not change as a result of the forward
stock split.
In January 2003, the Company sold in a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 an
additional 486,000 shares of its Common Stock to third party investors for
$18,750 to recognize previously accepted subscription agreements, the funds for
which were realized by the Company only at that time. The investors were all
Non-US resident private investors and the shares issued to them had affixed
restrictive legends as to such shares not being registered under the Securities
Act of 1933. As a result of this private placement, the Company had 66,007,296
shares of Common Stock issued and outstanding as of January 14, 2003.
As previously reported in its definitive Schedule 14C Information
Statement, the Company changed its name from Surf Group, Inc. to tds
(Telemedicine) Inc. effective February 13, 2003. The Company's CUSIP number has
changed to 87237Q 10 4 and its former trading symbol "SRFG" has been changed to
"TDST" as a result of the name change, all effective as of February 14, 2003.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
The financial statements relating to TDS are set forth in Exhibit 99.3.
Included herein as Exhibit 99.3 to this Form 8-K are the audited consolidated
balance sheet of tds (Dermatology) Limited as of December 31, 2001, and the
consolidated statements of operations and stockholders' deficit for the year
ended December 31, 2001, and the notes to these audited consolidated financial
statements, all in accordance with English GAAP.
Also included herein as Exhibit 99.3 to this Form 8-K is the unaudited
consolidated balance sheet of tds (Telemedicine) Limited as of December 31,
2001, the related unaudited consolidated statements of operations and
stockholders' deficit for the twelve months ended December 31, 2001, and the
notes to these unaudited consolidated financial statements all in accordance
with US GAAP.
(b) Pro Forma Financial Information.
The folowing documents of tds (Telemedicine) Inc. appear as Exhibit 99.4
to this Form 8-K and are incorporated herein by reference.
(i) Unaudited Pro Forma Consolidated Balance Sheet as of December 31,
2001;
(ii) Unaudited Pro Forma Consolidated Statement of Operations for the
Year Ended December 31, 2001; and
(iii) Notes to the Unaudited Pro Forma Consolidated Financial Information.
The unaudited pro forma Consolidated financial statements attached as
Exhibit 99.4 to this Form 8-K are presented for illustrative purposes only and
are not necessarily indicative of the combined financial position or results of
operations for future periods or the financial position or results of operations
that actually would have been realized had Surf Group Inc. and tds
(Telemedicine) Limited been a combined company during the specified periods. The
unaudited proforma condensed combined financial statements, including the
related notes, are qualified in their entirely by reference to, and should be
read in conjunction with, the historical consolidated financial statements and
related notes of Surf Group Inc., included in its Form 10-KSB filed with the
Securities and Exchange Commission on January 29, 2003.
(c) Exhibits
99.1 Company Press Release dated January 3, 2003 incorporated by
reference to Initial Form 8-K Report.
99.2 Merger Agreement dated as of December 18, 2002 incorporated
by reference to Initial Form 8-K Report.
99.3 Financial Statements.
99.4 Pro Forma Presentation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
tds (Telemedicine)., Inc..
By: /s/ Roger Albert Coomber
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Name: Roger Albert Coomber
Title: Chief Executive Officer
Dated: March 5, 2003
EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Company Press Release dated January 3, 2003
[incorporated by reference to Initial Form 8-K
Report filed on January 3, 2003].
99.2 Merger Agreement dated as of December 18, 2002
[incorporated by reference to Initial Form 8-K
Report filed on January 3, 2003]
99.3 Financial Statements.
99.4 ProForma Presentation.